Williams Michael Andrew 4
4 · ON SEMICONDUCTOR CORP · Filed Feb 28, 2011
Insider Transaction Report
Form 4
Williams Michael Andrew
SVP Auto & Pwr Reg Grp
Transactions
- Award
Common
2011-02-24$11.10/sh+19,724$218,936→ 71,541.913 total - Award
Common
2011-02-24$11.10/sh+10,000$111,000→ 81,541.913 total - Tax Payment
Common
2011-02-24$11.10/sh−3,156$35,032→ 78,385.913 total - Tax Payment
Common
2011-02-24$11.10/sh−6,224$69,086→ 72,161.913 total
Footnotes (4)
- [F1]This transaction reports the acquisition, effective February 24, 2011, of 19,724 shares of common stock resulting from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units Award ("PBRSU Award"), as described more below. The Compensation Committee of the Issuer originally awarded 236,687 PBRSUs to the Reporting Person with an effective grant date of March 2, 2009 subject to the Issuers 2000 Stock Incentive Plan and a related award agreement. The PBRSU Award will vest, generally, over a three-year period but only upon the Issuer achieving certain adjusted non-GAAP earnings before interest, taxes, depreciation and amortization ("EBITDA") base and target performance measurements as set forth in the PBRSU Award agreement.
- [F2]This transaction reports the acquisition, effective February 24, 2011, of 10,000 shares of common stock resulting from the attainment of a performance goal under an earlier Performance Based Restricted Stock Units Award ("PBRSU Award"), as described more below. The Compensation Committee of the Issuer originally awarded 30,000 PBRSUs to the Reporting Person with an effective grant date of February 16, 2010 subject to the Issuers 2000 Stock Incentive Plan and a related award agreement. The PBRSU Award will vest, generally, over a three-year (twelve quarter) period but only upon the Issuer achieving certain adjusted non-GAAP earnings before interest, taxes, depreciation and amortization ("EBITDA") base and target performance measurements as set forth in the PBRSU Award agreement.
- [F3]This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's February 16, 2010 PBRSU award. On February 24, 2011, certain of these units vested. These shares were withheld to satisfy the Reporting Person's withholding obligations for various taxes and similar items. The Issuer will pay these taxes on behalf of the Reporting Person.
- [F4]This disposition transaction represents shares withheld by the Issuer pursuant to the Reporting Person's March 2, 2009 PBRSU award. On February 24, 2011, certain of these units vested. These shares were withheld to satisfy the Reporting Person's withholding obligations for various taxes and similar items. The Issuer will pay these taxes on behalf of the Reporting Person.